Wikimedia United States Coalition/Draft bylaws

This is a failed proposal. There has been no community consensus to enact it. If you want to revive discussion you may use the talk page.

Wikimedia United States Federation, Inc is a proposed umbrella organization for chapters and other groups in the US. It is the direct successor of the WALRUS program. A set of proposed bylaws have been written and are now proposed to the community. The discussion of the new organization and its bylaws have been broken up into two parts. From 17 September, 2012 to 1 October, 2012, there will be an open comment period. The bylaws will be modified based on the comments received and from 15–22 October 2012 the modified bylaws will be put to a vote to be ratified by the interested parties.

The Wikimedia United States Federation's purpose remains the same as that articulated at the Wikimedia United States Chapters Council page since 2007: to create "a framework to organize the founding of a strong group of Wikimedia chapters [and proto-chapters and thematic groups] in the United States, and to promote cooperation among them".

In particular, the incorporation of a US federation will enable local volunteer groups of 5 or more people to operate as 'proto-chapters' *without having to incorporate or file any paperwork*, as the federation would "sponsor" or "incubate" their activities, while also giving them a democratic voice as full and equal participants in the management of the larger federation.

The Wikimedia United States Chapters Council page was first stated in 2007, as a proposal for a decentralized alternative to a unitary 'Wikimedia United States of America' concept. Wikimedia NYC was also first proposed in this year, and Wikimedia DC a year afterward as subnational chapters focused on local outreach programs rather than national trademark stewardship (which is already covered by the Wikimedia Foundation).

The first national multi-event was Wikipedia Loves Art in 2009, as a sort of prototype of the later WALRUS program.

With significant but stalled progress of US subnational chapters (still representing only a portion of the Northeast), along with the potential emergence of several new thematic organizations as national US nonprofits, the Wikimedia DC and NYC chapters have proposed finally founding a national federation as a way to engage, connect and grow Wikimedia US thematic organizations, US chapters, and the Wikimedia editing community, and to particularly support the creation and maturation of proto-chapters across the United States.

For the most part, the bylaws create a standard 501(c)(3) nonprofit under IRS rules and DC law. The District of Columbia was chosen for incorporation so that it could share resources with Wikimedia District of Columbia, thereby saving money.

The chief distinguishing features are in #ARTICLE IV – MEMBERSHIP, where as an umbrella organization, the "members" are defined as membership organizations rather than as individual members. Organizational members will include both incorporated (e.g. official Wikimedia chapters) and unincorporated voluntary associations (e.g. WALRUS or thematic groups), with both types being given an equal voice in the management of the umbrella organization. Unincorporated groups must have at least five members to be recognized.

There will be an annual formal meeting in June of each year, but other meetings can be called. During formal meetings, members will each appoint one representative to vote on their behalf. Additionally, votes can be held by ballot; Board elections will be done exclusively by ballot so that as many people as possible can participate. The members elect a seven-member Board of Directors that conduct the day-to-day business of the organization, with the Board selecting a President, Vice President, Secretary, and Treasurer.

Article I: Name of the organization; jurisdiction where it does most of its business.

Article II: The purpose of the organization.

Article III: No one may profit off of the organization's income, nor can anyone make decisions for the organization while having a conflict of interest. The organization cannot do anything that would violate IRS regulations on nonprofit organizations, including political activity.

Article IV: Corporations and unincorporated groups can become members by submitting a petition to the Board of Directors. Groups cannot overlap in purpose (unless the existing groups agree to it) and they must have an active number of participants or they can be suspended. Groups can be dissolved entirely if they have no members or by a two-thirds vote of the Board. Applications for membership will not be turned down unless there is a valid reason to. Corporate members and individuals within a group can resign from being a member. Membership is non-transferrable.

Article V: There is an annual meeting sometime between June and December where annual reports are delivered and other decisions can be made. Special meetings can be called by a petition of 25% of the members. Members must be given notice for meetings no fewer than ten days but no more than sixty days in advance. Voting must be done in person by representatives appointed by the members; there is no proxy voting. At least 50% of the members must be present at a meeting to conduct business. There is a process for making decisions by mail-in ballot.

Article VI: There is a Board of Directors of between four and seven members. Board members are expected to attend board meetings unless excused. Board members cannot vote by proxy. Notice that board meetings will take place must be published at least 48 hours in advance. At least 50% of the Board must be present to conduct business, but business can also take place outside of a meeting by unanimous written consent of the board members. Board elections will be staggered so that there is an election every year but not all the members will be up for election. Board members can be removed by a two-thirds vote of all Board members or by a vote of the members at a special meeting.

Article VII: There will be a President, Vice President, Secretary, and Treasurer appointed by the Board of Directors.

Article VIII: The Board is required to have an audit committee to conduct an annual review of the financial records. The Board may also create other committees and an Advisory Board.

Article IX: Directors and officers will not be personally liable for the actions of the organization, and the organization may purchase liability insurance. Standard legalese stuff.

Article X: Generally speaking, expenditures must leave a paper trail and be supported by receipts, invoices, or the like. The Board must prepare an annual budget for approval by the members.

Article XI: The different methods of giving notice (of a meeting, etc.). Basically, any form of communication can be used except for certain circumstances where the law requires the use of U.S. Mail and nothing else.

Article XII: Meetings will be run using Robert's Rules of Order Newly Revised except where they conflict with rules the organization adopts for its own meetings. In practice, meetings should be run informally, but the provision is in there just in case someone wants to play parliamentarian.

Article XIII: The bylaws can be amended by two-thirds of present members voting yes (or by ballot, as mentioned above). The organization will keep accurate records and publish meeting minutes.

Article XIV: The organization can be dissolved if two-thirds of all the members vote to do so. The Board then decides which 501(c)(3) organizations the remaining assets will go to. (IRS requires that assets be transferred to other 501(c)(3) organizations.)

1. Name. The organization will be known as Wikimedia United States Federation, Inc., a nonprofit corporation incorporated in the District of Columbia (the "Corporation").

2. Establishment. The Corporation was incorporated on [Date of Incorporation] as a nonprofit organization under Title 29, Chapter 4 of the D.C. Code.

3. Offices. The Corporation will maintain in the District of Columbia a registered office and a registered agent at that office. The Corporation may have such other offices in or outside the District of Columbia as the Board of Directors of the Corporation (the "Board") may determine or as the business of the Corporation may require.

The aim of the Corporation will be to represent the chapters, thematic organizations, and groups of individuals that constitute the Wikimedia movement in the United States, and to aid in their common purposes of collecting and developing educational content under a free license or in the public domain.

1. No Private Benefits. No part of the net earnings of the Corporation will benefit its members, directors, officers, or other private individuals, except that the Corporation will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions for the purposes in Article II.

2. Financial Interests. No member, director or officer of the Corporation will be financially interested, directly or indirectly, in any agreement relating to the operations conducted by the Corporation, or in any transaction for furnishing services, facilities or supplies to the Corporation for compensation, unless the fact of such interest be known to the Board of Directors and unless such agreement or transaction is authorized by the Directors who have no interest, direct or indirect, in such agreement or transaction.

3. Political Activity. No substantial part of the activities of the Corporation will be the carrying on of propaganda or otherwise attempting to influence legislation. The Corporation will not participate in or intervene in any political campaign on behalf of any candidate for public office, including the publication or distribution of statements.

4. Maintenance of Tax-Exempt Status. The Corporation will not carry on any activities not permitted to be carried on: (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law), or (ii) by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).

1. Classes of Members. There will be two classes of members: Corporate Members and Groups.

2. Corporate Members. Corporations may apply for membership in the Corporation by submitting to the President or Secretary of the Corporation an application consisting of the date of application, the full legal name of the applicant, the bylaws of the applicant, and a copy of the resolution that authorizes a petition for membership in the Corporation as enacted by the applicant's governing board or membership.

3. Groups. Individuals may participate in the Corporation through Regional Groups or Thematic Groups (collectively, "Groups") as chartered and recognized by the Board.

(i). Formation of New Groups. Groups that have not yet been established will submit to the President or Secretary of the Corporation an application consisting of the date of application; the type and purpose of the group, including the legal jurisdictions or thematic elements to be represented; and the names of the individuals who will be the initial members of this Group, a minimum number of which may be established by the Board. Additional requirements may be established by the Board.

(ii). Joining Existing Groups. Individuals wishing to join an existing Group may do so by applying to the President or Secretary of the Corporation. No individual is eligible for membership of the Corporation except through a Group.

(iii). No Overlapping Groups. The Board will not recognize Groups that overlap in purpose with other Groups or Corporate Members, unless consented to by a majority vote of all members of the affected groups, or by approval of affected Corporate Members.

(iv). Suspension and Dissolution of Groups. A Group will have its membership of the Corporation suspended upon its group membership dropping to fewer than five members, or whatever number of members is required by the Board, at which point it will not be considered a voting Member until it once again meets the minimum membership requirement. A Group will lose its membership if a two-thirds majority of Directors then in office votes to dissolve the Group, or if the Group has no members.

4. Eligibility for Membership. Any entity that submits a valid petition for membership will be eligible for membership of the Corporation on request and payment of membership dues, will not be denied membership unless the Board or a committee designated by the Board to review such membership application(s) has determined that such exclusion is warranted for just cause. Any entity denied membership after such procedures will be entitled to appeal the denial to the membership of the Corporation.

5. Resignation. Any Corporate Member or individual within a Group may resign at any time by giving written notice to the President or Secretary of the Corporation. Such resignation will be transmitted by hand, regular mail, facsimile transmission or electronic mail and will take effect at the time specified therein, or if no time is specified, at the time of its receipt by the President or Secretary. The acceptance of any resignation will not be necessary to make it effective. No resignee will be entitled to any refund, in whole or in part, of any contribution made or dues paid by such member to the Corporation.

6. Membership Dues. The amount of membership dues will be determined by the Board. The Board may offer levels of discounted membership dues for categories of legal or natural persons.

7. Non-Transferability of Membership. No member may sell, assign, transfer, gift, pledge, hypothecate, encumber, alienate or otherwise dispose of his or her membership of the Corporation or of a Group.

8. Participation. Membership is not necessary for participation in the public activities or special events of the Corporation.

1. Annual Meeting. The Corporation’s Annual Meeting will be held in June each year at a date, time and place designated by the Board; however, the Board may defer the holding of an Annual Meeting to a later date and time before the end of the same year. At the Annual Meeting, the President of the Corporation will present the Annual Report of the Corporation, the Treasurer of the Corporation will present the Annual Financial Report of the Corporation, and other business may be conducted.

2. Special Meetings. Special Meetings of the members may be called by the President or the Secretary or a majority of the directors on the Board or by a petition signed by 25% of the then-existing Members. Business transacted at a Special Meeting of the members will be confined to the purpose or purposes stated in the notice of the Special Meeting.

3. Notice of the Meetings. Written notice stating the place, day, and time of the meeting—and in case of a Special Meeting, the purpose or purposes for which the meeting is called—will be delivered not less than 10 or more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the Officers or persons calling the meeting, to each Member entitled to vote at the meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Corporation, with postage prepaid.

4. Voting; Manner of Acting. Before each meeting, each Member will appoint a Member Representative to attend the meeting and vote on behalf of the Member. The Member Representative must be present in person to vote at a membership meeting. Voting by proxy will not be permitted. Each member will have one vote on any matter submitted to a vote of the members. At a meeting of members at which a quorum is present, the affirmative vote of a majority of all members present at the meeting will be sufficient to approve any matter that properly comes before the meeting unless applicable law, the Articles of Incorporation, or these Bylaws require a greater proportion.

5. Quorum. The presence of at least 50% of the total membership will be required to transact business at a Membership Meeting.

6. Action by Ballot. Any action required or permitted to be taken at any Annual or Special Membership meeting may be taken without a meeting if the Corporation delivers a ballot to every Member entitled to vote on the matter. The ballot will be in the form of a record; will set out each proposed action; will provide an opportunity to vote for, or withhold a vote for, each candidate for election as a Director; and will provide an opportunity to vote for or against each other proposed action. Approval by ballot pursuant to this section of action other than election of Directors will be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by ballot will indicate the number of responses needed to meet the quorum requirements; will state the percentage of approvals necessary to approve each matter other than election of Directors; and will specify the time by which a ballot must be received by the Corporation to be counted.

1. Powers. All corporate powers will be exercised by or under the authority of, and the business and affairs of the Corporation will be managed under, the direction of the Board.

2. Size. The Board will consist of not less than four and not more than seven directors. The number of Directors may be increased or decreased by the vote of a majority of the entire Board, except that no decrease will affect the tenure of office of an incumbent Director.

3. Attendance. The Board will meet at least four times per year, including any special meeting called by the President. These meetings may coincide with the general membership meetings. Directors are required to attend meetings of the Board, unless such Director’s attendance is excused by the President not less than one day before the meeting. Any or all Directors may participate in a meeting of the Board or a committee of the Board by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear each another, and such participation will constitute presence in person at the meeting. No Director may vote by proxy.

4. Notice and Open Meetings. Notice of meetings of the Board will be posted on the Corporation's website at least 48 hours before each such meeting. Members in good standing will be permitted to observe the meetings of the Board, except for Executive Sessions.

5. Quorum. To transact business, at least 50% of the current Directors must be present at the meeting.

6. Action by Unanimous Written Consent. Any action required or permitted to be taken at any meeting of the Board or of any of its committees may be taken without a meeting, if all members of the Board or such committee, as the case may be, consent to this in writing, which writing may be executed in one or more counterparts, and the writing or writings are filed with the minutes of proceedings of the Board or such committee.

7. Election. The members of the Board will be elected as follows:

(i). First Election. At the first Annual Meeting, four Directors will be elected for a two-year term and three Directors will be elected for a one-year term.

(ii). Subsequent Elections. Thereafter, all Directors will be elected for a two-year term, so that four Director’s terms expire in odd-numbered years and three Director's terms expire in even-numbered years.

(iii). Votes. When more than one Director is to be elected, the maximum number of votes a member may cast will be equal to the number of seats to be filled, but no cumulative voting will be allowed. The candidates with the greatest number of votes will be designated as elected, with no minimum number of votes required for election. Among the Directors elected, the candidates with the greatest number of votes will be elected to two-year terms, and the rest will be elected to any one–year term being filled.

(iv). Form of Election. All elections of Directors subsequent to the first election will take place by ballot, pursuant to the provisions of Article V, Section 6.

(v). Vacancies. If a Director position becomes vacant, the Board will appoint an individual to serve until a successor is elected at the next regular election. However, if the appointment occurs during the first year of the Director’s term, the successor will be elected to serve a one-year term, to preserve the number of Directors being elected for two–year terms each year. At elections where a Director is being elected to fill such a vacancy, those of the Directors elected who receive the least number of votes necessary for election will be assigned a one-year term.

8. Removal of a Director. A Director may be removed from the Board as follows:

(i). Absence. If a Director is absent from Board meetings three times within a 12-month period without such absence being excused by the President not less than one day before the meeting, the Director will be deemed to have resigned and the position will be declared vacant.

(ii). Vote by Board. If a two-thirds majority of the current Directors elect to remove a Director.

(iii). Vote by Members. If a majority of the Members present and voting at a membership meeting called for the purpose of removing a Director elect to remove him or her.

(iv). Ineligibility. If a Director no longer satisfies the requirements for being a Director as specified herein at the beginning of such Director’s term.

1. Election. Each year following the election of new Directors, the Board of Directors will elect a President, Vice President, Secretary, and Treasurer to serve a one-year term and until their successors are elected and qualified. These officers do not need to be Directors. No one person can simultaneously hold the position of President and Vice President. The Board of Directors may appoint additional Officers.

2. Duties. The duties of the Officers will be as follows:

(i). President. The President will be the chief executive officer and will be generally responsible for leading the Corporation and managing its activities in accordance with the policies and procedures of these Bylaws. The President will preside at all meetings of the Board and of the general membership of the Corporation. The President will be responsible for preparing the Annual Report for presentation to the Corporation at the Annual Meeting.

(ii). Vice President. The Vice President will preside over meetings in the absence of the President, and will become President in the event of the President's resignation, death or incapacitation. The Vice President may also become the Acting President in the event that the President issues written notice to the Secretary declaring a temporary inability to fulfill the role of the President. The Vice President will defer to the President on receipt by the Secretary of written notice from the President declaring the President's ability to resume his or her role as President.

(iii). Secretary. The Secretary will keep the books and records of the Corporation, including minutes of all membership and Board of Directors meetings, and will be responsible for issuing all notices required by these Bylaws or the Articles of Incorporation.

(iv). Treasurer. The Treasurer will collect dues, pay all bills, and maintain the Corporation's financial records. The Treasurer will prepare the Corporation’s Annual Financial Report for presentation at the Annual Meeting. The Treasurer will present the annual budget at the Annual Meeting.

1. Standing and Special Committees. The Board may establish standing or special committees by designating two or more Directors to such committees.

2. Audit Committee. There will be a standing Audit Committee of not less than three Directors who will conduct an annual review of the financial records of the Corporation.

3. Advisory Committees. The Board may establish and appoint advisory committees, provided, however, that such committees will not be authorized to act on behalf of the Board or the Corporation and will serve only to advise the Board or to carry out tasks delegated by the Board to such committees.

4. Advisory Board. The Board may establish and appoint an Advisory Board, provided, however, that said Advisory Board will not be authorized to act on behalf of the Board or the Corporation and will serve only to advise the Board.

1. No Personal Liability. Except as required by law, the Directors and Officers of the Corporation will not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.

2. Indemnification. The Corporation will, to the extent legally permissible, indemnify and hold harmless each of its present and former Directors, officers, employees and agents, and any persons who serve or have served at the Corporation’s request as a Director, officer, employee or agent of another organization, and their respective heirs, executors and administrators (the "Agents") against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by such Agent in connection with the defense or disposition of any claim, action, suit or other proceeding whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while serving or thereafter, by reason of their being or having been such an Agent, except with respect to any matter as to which he or she will have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation. Indemnification will be provided in the event that a settlement or compromise is determined by the Directors and counsel to the Corporation to be in the best interest of the Corporation and that such Agent appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation. A majority of disinterested Directors must have adopted a vote approving such settlement of compromise for indemnification to be effective in this situation. Any person seeking indemnification under this Article IX will not vote on the adoption of such vote. If there are not disinterested Directors, a settlement or compromise may be approved for indemnification by the President of the Corporation based upon written opinion by independent counsel that the conditions for the indemnification have been met.

3. Expenses. Expenses, including counsel fees, reasonably incurred by any such Agent in connection with the defense or disposition of any such claim, action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such Agent to repay the Corporation the amounts so paid if it ultimately determined that indemnification of such expenses is not authorized herein. The right of indemnification hereby provided will not be exclusive of or affect any other rights to which any such Agent may be entitled.

4. Insurance. The Corporation may, at the election of the Board, purchase and maintain insurance on behalf of any Agent of the Corporation or who is or was serving at the request of the Corporation as a Director, Officer or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in or arising out of his position, whether or not the Corporation would be obligated or empowered to indemnify him against such liability under this Article.

5. Payments. No indemnification, reimbursement or other payment may be made under this Section with respect to penalties imposed under Section 4958 of the Code, to the extent such indemnification, reimbursement or other payment would cause the compensation of an agent to exceed "reasonable compensation", as defined in the Treasury Regulations to the code and as determined by the Board. To the extent that any such payment is made, the amount of such payment may be reduced by any amount determined to exceed reasonable compensation. Any such reduction will be determined by the Board or a committee duly designated or organized by the Board for the purposes of setting and adjusting compensation amounts.

1. Disbursements. Disbursements over $25.00 will be made only by check drawn on the Corporation's bank account or by electronic means, except where a resolution of the Board allows for cash disbursements in excess of $25.00 for specific purposes. Any disbursement over $5.00 will be supported by voucher or receipt. All checks, drafts, notes and evidence of indebtedness of the Corporation will be signed by either the Treasurer or the President. Disbursements in excess of $2,500.00 will require the signature or written approval of both the President and the Treasurer.

2. Annual Budget. Prior to the commencement of each fiscal year, the Board will prepare an estimated budget for the following fiscal year for the approval of a majority of those present and voting at a membership meeting.

3. Fiscal Year. The fiscal year of the Corporation will be from July 1 to June 30.

1. Form of Notice. Whenever under the provision of law, the Articles of Incorporation or these Bylaws, notice is required to be given to any Director or member, such notice may be given by publication on the Corporation's website or by electronic mail to the address as it appears in the records of the Corporation. Notice also may be given in person, by telephone, or by U.S. mail. Notwithstanding this provision, to the extent that District of Columbia law requires notice sent by U.S. mail of membership meetings, the Corporation will send the required notices by U.S. mail.

2. Waiver. Whenever any notice is required to be given under the Articles of Incorporation, the Bylaws, resolutions of the Board or provisions of a relevant statute, a written waiver of notice signed by the member(s) entitled to such notice before or after the time of the event for which notice is required will be deemed equivalent to notice. Attendance of a person at a meeting will constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

1. Robert's Rules of Order Newly Revised. The rules contained in the current edition of Robert's Rules of Order Newly Revised will govern in all cases in which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order that the Corporation may adopt.

1. Amendments. The membership may amend these Bylaws at any Annual Meeting, or at a Special Meeting called for that purpose, by an affirmative vote of two-thirds of those Members in good standing present and voting. Notice of all Bylaw amendments will be published 14 days before the general meeting by electronic announcement. The complete, amended Bylaws will be published in the next edition of any periodic communication. A current version of the Bylaws will be posted on the Corporation's website.

2. Books and Records. The Corporation will keep correct and complete books and records of accounts. The Corporation will also keep minutes of the proceedings of its meetings, and will keep at its business office a record giving the names and addresses of the members entitled to a vote.

3. Headings. Headings have been included in these Bylaws for ease of reference, but headings will not affect the interpretation of the Bylaws.

1. Vote Required. The Corporation may be dissolved by a two-thirds vote of the membership.

2. Donation of Remaining Assets. Upon the termination, dissolution or final liquidation of the Corporation in any manner or for any reason, its assets, if any, remaining after payment (or provision for payment) of all liabilities of the Corporation will be distributed to, and only to, one or more organizations organized and operated exclusively for charitable or educational purposes as will at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code as the Board will determine by majority vote. Such distribution of assets will be calculated to carry out the objectives and purposes stated in the Articles of Incorporation. In no event will any of such assets or property be distributed to any member, Director or Officer, or any private individual.